Terms of service
1. Contractual Relationship
2. Arbitration Agreement
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against DELIVERED on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against DELIVERED, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against DELIVERED by someone else.
3. Agreement to Binding Arbitration Between You and DELIVERED.
You and DELIVERED agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and DELIVERED, and not in a court of law. Notwithstanding the foregoing, where you allege claims of sexual assault or sexual harassment occurring in connection with your use of the Services, you may elect to bring those claims in a court of competent jurisdiction instead of arbitration. DELIVERED agrees to honor your election of forum with respect to your individual sexual assault or sexual harassment claim but in so doing does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided in the following paragraph, which will continue to apply in court and arbitration), controversy, claim or dispute.
You acknowledge and agree that you and DELIVERED are each waiving the right to a trial or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and DELIVERED otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and DELIVERED each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
4. Governing Law
This Agreement and the relationship between the Parties in connection with the subject matter of this Agreement shall be governed and determined in accordance with the laws of the Federal Republic of Nigeria.
If a dispute arises between the Parties in connection with the interpretation, implementation or operation of this Agreement or its subject matter or the validity of any document furnished by the Parties under this Agreement which cannot be resolved amicably by the Parties, the Parties and their legal representatives will within one (1) week of the dispute, meet to consider whether there is a possibility of resolution by mediation or conciliation.
If the Parties do not agree to refer a dispute to mediation or conciliation, the Parties shall refer the dispute to arbitration within two (2) weeks of the meeting in clause above. The arbitration shall be in Lagos and arbitral proceedings shall be conducted by a single arbitrator appointed in accordance with the provisions of the Arbitration and Conciliation Act, CAP. A18, Laws of the Federation of Nigeria, 2004 or any amendments or re-enactments thereof.
The arbitrator shall apply Nigerian Law and the proceedings shall be in English language. In the event that the Parties fail or are unable to agree on an arbitrator as provided by the Act, then the Chairman of the Chartered Institute of Arbitrators shall appoint such an arbitrator.
The provisions of this clause;
constitute an irrevocable consent by the Parties to any proceedings in the terms hereof and no Party shall be entitled to withdraw there from or claim at any such proceedings that it is not bound by those provisions; and
are severable from the rest of this Agreement and shall remain in effect despite the termination of or invalidity of this Agreement for any reason.
The arbitrator may, in any dispute in which any matter of a technical or financial nature is relevant, appoint an assessor having the requisite experience to assist the arbitrator in the arbitration. The assessor shall not have a vote in the award made by the arbitrator, but shall act as an advisor only.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
6. The Services
The Services comprise mobile applications and related services (each, an “Application”), which enable users to arrange and schedule transportation, logistics and/or delivery services, including with third party providers of such services and goods under agreement with DELIVERED or certain of DELIVERED’s affiliates (“Third Party Providers”). In certain instances, the Services may also include an option to receive logistics and/or delivery services for an upfront price, subject to acceptance by the respective Third Party Providers. Unless otherwise agreed by DELIVERED in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN TRANSPORTATION, LOGISTICS AND/OR DELIVERY SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH DELIVERED AS A PROVIDER OF TRANSPORTATION, LOGISTICS OR DELIVERY SERVICES OR AS A TRANSPORTATION CARRIER.
Subject to your compliance with these Terms, DELIVERED grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by DELIVERED and DELIVERED’s licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by DELIVERED; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
8. Third Party Services and Content.
The Services and all rights therein are and shall remain DELIVERED’s property or the property of DELIVERED’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner DELIVERED’s company names, logos, product and service names, trademarks or services marks or those of DELIVERED’s licensors.
10. Access and Use of the Services
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to DELIVERED certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by DELIVERED. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by DELIVERED in writing, you may only possess one Account.
11. User Requirements and Conduct.
The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive transportation or logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. If you fail to comply with these Terms (including policies and supplemental terms), you may be denied access to or use of the Services and DELIVERED may charge you a cancellation fee for a transaction that could not be completed because of your failure to comply with these Terms. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.
12. Text Messaging and Telephone Calls.
You agree that DELIVERED may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an DELIVERED account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from DELIVERED at any time, by contacting us via our support platform [email protected] If you do not choose to opt out, DELIVERED may contact you as outlined in its User Privacy Statement, located at https://delivernow.to/privacy
13. User Provided Content.
DELIVERED may, in DELIVERED’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to DELIVERED through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to DELIVERED, you grant DELIVERED a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and DELIVERED’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant DELIVERED the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor DELIVERED’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by DELIVERED in its sole discretion, whether or not such material may be protected by law. DELIVERED may, but shall not be obligated to, review, monitor, or remove User Content, at DELIVERED’s sole discretion and at any time and for any reason, without notice to you.
14. Network Access and Devices.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. DELIVERED does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
You understand that use of the Services may result in charges to you for the services or goods you receive (“Charges”). DELIVERED will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, tolls, and/or surcharges including a booking fee, municipal tolls, airport surcharges or processing fees for split payments.
All Charges and payments will be enabled by DELIVERED using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that DELIVERED may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by DELIVERED.
As between you and DELIVERED, DELIVERED reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in DELIVERED’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. DELIVERED will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. DELIVERED may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee on a Third Party Provider’s behalf. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback. DELIVERED may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any Third Party Providers or other third parties.
In certain cases, with respect to Third Party Providers, Charges you incur will be owed directly to Third Party Providers, and DELIVERED will collect payment of those charges from you, on the Third Party Provider’s behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the Third Party Provider. In such cases, you retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods, and Charges you incur will be owed to the Third Party Provider. DELIVERED will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good. This payment structure is intended to fully compensate a Third Party Provider, if applicable, for the services or goods obtained in connection with your use of the Services. In all other cases, Charges you incur will be owed and paid directly to DELIVERED or its affiliates, where DELIVERED is solely liable for any obligations to Third Party Providers. In such cases, you retain the right to request lower Charges from DELIVERED for services or goods received by you from a Third Party Provider at the time you receive such services or goods, and DELIVERED will respond accordingly to any request from you to modify the Charges for a particular service or good. Except with respect to taxicab transportation services requested through the Application, DELIVERED does not designate any portion of your payment as a tip or gratuity to a Third Party Provider. Any representation by DELIVERED (on DELIVERED’s website, in the Application, or in DELIVERED’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that DELIVERED provides any additional amounts, beyond those described above, to a Third Party Provider you may use. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary.
16. Disclaimers; Limitation of Liability; Indemnity.
The services are provided “as is” and “as available.” DELIVERED disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. in addition, DELIVERED makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the services or any services or goods requested through the use of the services, or that the services will be uninterrupted or error-free. DELIVERED does not guarantee the quality, suitability, safety or ability of third party providers. you agree that the entire risk arising out of your use of the services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.
17. Limitation of liability.
DELIVERED shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the services, regardless of the negligence (either active, affirmative, sole, or concurrent) of DELIVERED, even if DELIVERED has been advised of the possibility of such damages.
DELIVERED shall not be liable for any damages, liability or losses arising out of: (i) your use of or reliance on the services or your inability to access or use the services; or (ii) any transaction or relationship between you and any third party provider, even if DELIVERED has been advised of the possibility of such damages. DELIVERED shall not be liable for delay or failure in performance resulting from causes beyond DELIVERED’s reasonable control. you acknowledge that third party providers providing transportation services requested through some request products may offer ridesharing or peer-to-peer transportation services and may not be professionally licensed or permitted.
The services may be used by you to request and schedule transportation, goods, or logistics services with third party providers, but you agree that DELIVERED has no responsibility or liability to you related to any transportation, goods or logistics services provided to you by third party providers other than as expressly set forth in these terms.
The limitations and disclaimer in this section do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. because some states or jurisdictions do not allow the exclusion of or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, DELIVERED’s liability shall be limited to the extent permitted by law. this provision shall have no effect on DELIVERED’s choice of law provision set forth below.
You agree to indemnify and hold DELIVERED and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) DELIVERED’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.